Exhibit 10(j)
SUBLEASE
BY AND BETWEEN
Xxxxxxx Xxxxxxx Electronic Assembly Services, Inc.,
a Florida corporation,
SUBLESSOR
AND
RELM WIRELESS CORPORATION,
a Nevada corporation
SUBLESSEE
DATED March 24, 2000
TABLE OF CONTENTS
1. Provisions.....................................................................................1
2. Premises.......................................................................................1
3. Term...........................................................................................1
4. Minimum Rent, Payment of Minimum Rent, Additional Rent, Net Sublease and Security Deposit......1
(a) Minimum Rent...........................................................................1
(b) Payment of Minimum Rent................................................................2
(c) Additional Rent........................................................................2
(d) Net Sublease...........................................................................2
(e) Security Deposit.......................................................................3
5. Use and Compliance With Law....................................................................3
(a) Use....................................................................................3
(b) Compliance With Law....................................................................3
6. Incorporation of Master Lease..................................................................3
7. Brokers........................................................................................4
8. Care of the Premises...........................................................................4
9. Condition of the Premises......................................................................4
10. Obligations of Sublessee Under the Master Lease................................................5
11. Insurance......................................................................................5
12. Indemnification................................................................................5
(a) Sublessee Indemnification..............................................................5
(b) Sublessor Indemnification..............................................................6
13. Sublease and Assignment by Sublessee...........................................................6
14. Sale and Assignment by Sublessor...............................................................6
15. Damage, Destruction or Condemnation............................................................6
16. Sublessee Alterations..........................................................................7
17. Sublessor Alterations..........................................................................7
18. Holding Over...................................................................................8
19. Entry by Sublessor.............................................................................8
20. Master Lease...................................................................................8
21. Limitation of Liability........................................................................8
22. Waiver.........................................................................................9
23. Successors and Assigns.........................................................................9
24. Captions.......................................................................................9
25. Relationship of Parties........................................................................9
26. Defined Terms..................................................................................9
27. Notices........................................................................................9
28. Signage........................................................................................10
29. Environmental Matters..........................................................................10
(a) Environmental Laws.....................................................................10
(b) Hazardous Substances...................................................................10
(c) Use of Hazardous Substances............................................................10
(d) Radon..................................................................................10
30. Counterparts/Facsimile Signature...............................................................12
31. Quiet Enjoyment................................................................................12
32. Attorneys' Fees................................................................................12
33. Jurisdiction and Venue.........................................................................12
Exhibits
--------
A - Master Lease
B - Sublessee Improvements
C - Sublessor Environmental Matters
SUBLEASE
This Sublease is made and entered into as of this 24th day of March,
2000, by and between Xxxxxxx Matthey Electronic Assembly Services, Inc., a
Florida corporation ("Sublessor") and Relm Wireless Corporation, a Nevada
corporation ("Sublessee"), as a Sublease under the Lease dated April 23, 1991,
by and between American Equities Limited, No. 4 as Landlord ("Master Landlord")
and Targ-It-Tronics, Inc. as Tenant (Xxxxxxx-Xxxxxxx Electronic Assembly
Services, Inc. being the successor to Targ-It-Tronics, Inc.), as amended by
Addendum to Lease [undated but notarized April 23, 1991, Addendum to Lease dated
January 9, 1992, First Amendment to Lease dated January __, 1992, Second
Amendment to Lease dated October 1, 1993, Third Amendment to Lease dated
September __, 0000, Xxxxxx Xxxxxxxxx to Lease [dated by Landlord 10/21/98], and
Fifth Amendment to Lease [undated] (collectively, the "Master Lease"). A copy of
the Master Lease is attached hereto as Exhibit A and incorporated herein by
reference.
WITNESSETH, that the parties hereto agree as follows:
1. Provisions. This Sublease is subject to all of the terms, covenants
or conditions of the Master Lease (except as provided in Section 6
hereof) and Sublessee shall assume and perform all of the obligations of
Sublessor as Tenant in said Master Lease to the extent said terms, covenants or
conditions are applicable to the Premises (as defined in Section 2 hereof)
subleased hereunder. Sublessee shall not commit or permit to be committed any
act or omission which shall violate any term, covenant or condition of the
Master Lease or cause Sublessor to be in default under the Master Lease.
2. Premises. Subject to all terms, covenants and conditions hereof,
Sublessor does hereby sublease to Sublessee and Sublessee hereby agrees to
sublease from Sublessor the "Premises" (as defined pursuant to the Master Lease)
located in the "Building" (as defined pursuant to the Master Lease) and located
at 0000 Xxxxxxxxxx Xxxxx, Xxxx Xxxxxxxxx, Xxxxxxx. The Premises contain
approximately 54,000 square feet.
3. Term. The term ("Term") of this Sublease shall commence on March 24,
2000 ("Commencement Date") and shall expire on June 30, 2005 ("Expiration
Date"), unless sooner terminated pursuant to any provision hereof.
4. Minimum Rent, Payment of Minimum Rent, Additional Rent, Net Sublease
and Security Deposit.
(a) Minimum Rent Subject to any escalation which may be
provided for in the Master Lease, Sublessee shall pay, for each
calendar month of the Term, net minimum monthly rent ("Minimum Rent")
in the amount of Twenty-three
Thousand Three Hundred Eighteen and 26/100 Dollars ($23,318.26) per month during
the Term.
(b) Payment of Minimum Rent. Minimum Rent shall be payable in
advance on or before the first day of each calendar month of the Term
of this Sublease, without deduction, offset, prior notice or demand, in
lawful money of the United States. Minimum Rent for any period during
the Term hereof which is for less than one month shall be prorated. The
Minimum Rent for the first month (or fractional month) of the Term
hereof, shall be due and payable upon execution of this Sublease.
Minimum Rent shall be paid directly to Master Landlord at American
Equities Ltd, No. 4, 0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxx,
Xxxxxxx 00000, or at such place as Master Landlord may from time to
time designate in writing. Sublessee shall pay all applicable Florida
sales tax with respect to Minimum Rent.
(c) Additional Rent. All amounts which Sublessee is required
to pay or discharge pursuant to this Sublease (in addition to Minimum
Rent), together with any interest or penalty which may be added for
late payment thereof, shall constitute additional rent hereunder
("Additional Rent"). Sublessee shall pay all applicable Florida sales
tax with respect to Additional Rent. In the event of any failure by
Sublessee to pay or discharge any such amount, Sublessor shall have all
rights, powers and remedies provided for herein or by law or otherwise
in the case of nonpayment of Minimum Rent. Any Additional Rent payments
due pursuant to the terms, covenants and conditions of the Master Lease
shall be paid pursuant to the terms, covenants and conditions of the
Master Lease. In the event Sublessor receives any demand for payment of
Additional Rent, Sublessee shall remit payment to Sublessor within ten
(10) days of receipt of invoice by Sublessee from Sublessor.
The amount of Additional Rent payable to the Master Landlord
as of the Commencement Date is Four Thousand Seven Hundred Twenty-five
and No/100 Dollars ($4,725.00) which Sublessee shall pay to Master
Landlord in conjunction with Sublessee's monthly Minimum Rent payment.
In addition, as of the Commencement Date, Florida sales tax payable to
the Master Landlord in conjunction with Sublessee's payment of monthly
Minimum Rent and Additional Rent is One Thousand Six Hundred Eighty-two
and 59/100 Dollars ($1,682.59).
(d) Net Sublease. This Sublease is a "net sublease" and
Sublessee's obligations to pay all Minimum Rent and Additional Rent
shall be absolute and unconditional, and Sublessee shall pay all
Minimum Rent and Additional Rent required to be made by Sublessee
without notice or demand and without abatement, offset or deduction
whatsoever. All costs, expenses and obligations of every kind and
nature whatsoever relating to the Premises and the appurtenances
thereto and the use and occupancy thereof which may arise or become due
and payable with respect to the period constituting the Term hereof
(whether or not the
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same shall become payable during such Term or thereafter) shall be paid
by Sublessee. Minimum Rent and Additional Rent for the month of March
2000 shall be prorated between Sublessor and Sublessee as of the
Commencement Date. Hence, Sublessee shall tender to Sublessor the sum
of Seven Thousand Three Hundred Eighty-Six and 10/100 Dollars
($7,386.10) for the period March 24, 2000 through March 31, 2000.
(e) Security Deposit. Receipt of Twenty-eight Thousand Six
Hundred Twenty-one and 11/100 Dollars ($28,621.11) is hereby
acknowledged as non-interest bearing security for performance under
this Sublease by Sublessee. In the event Sublessee has performed all of
the terms, covenants and conditions of this Sublease throughout the
Term, Sublessor shall, within thirty (30) days after Sublessee vacates
the Premises, return to Sublessee the amount paid as a security deposit
after first deducting any sums owing to Sublessor.
5. Use and Compliance With Law.
(a) Use. Sublessee shall use the Premises only for those uses
which are normal and customary for businesses in the technology,
electronics, communications, or telecommunications industries.
Sublessee shall not (i) permit any waste upon or do any damage to the
Premises, (ii) use or permit the use of the Premises for any unlawful
purpose, or (iii) permit any rubbish, refuse or garbage to accumulate
or create a fire hazard in, on or about the Premises. If, as a result
of Sublessee's use and occupancy of the Premises, Sublessor's costs and
expenses associated with the Premises or Master Lease are increased in
any manner whatsoever, Sublessee shall be responsible for one hundred
percent (100%) of such additional cost to Sublessor. In such event,
Sublessor shall deliver to Sublessee a statement identifying
Sublessee's activity which resulted in such increased cost and
Sublessee shall reimburse Sublessor for such increased cost within ten
(10) days of receipt of such statement.
(b) Compliance With Law. Sublessee, at Sublessee's sole cost
and expense, shall comply with any covenants or restrictions of record,
or any applicable building codes, laws, ordinances, orders, rules and
regulations whether state, federal, municipal or promulgated by other
agencies or bodies having jurisdiction over the Premises or the
Building of which the Premises are a part including, without
limitation, the Americans With Disabilities Act ("ADA"), Environmental
Laws (as hereinafter defined) and obtaining any and licenses, permits,
certificates of occupancy or similar such requirements necessary or
applicable to Sublessee or Sublessee's use or occupancy of the Premises
(collectively, "Legal Requirements").
6. Incorporation of Master Lease. The terms, covenants and conditions
of the Master Lease are, except as otherwise herein specifically provided,
hereby incorporated in this Sublease with the same effect as if entirely
rewritten herein, and shall
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fix the rights and obligations of the parties hereto with respect to the
Premises with the same effect as if Sublessor and Sublessee were, respectively,
the landlord and tenant named in the Master Lease. Sublessee hereby covenants to
perform the covenants and undertakings of Sublessee as tenant under the Master
Lease, and agrees not to do or permit to be done any act which shall result in a
violation of any of the terms, covenants and conditions of said Master Lease.
Except as otherwise specifically provided herein, Sublessee is to have the
benefit of the covenants and undertakings of Master Landlord in the Master
Lease. It is expressly understood and agreed, however, that Sublessor is not in
the position to render any of the services or to perform any of the obligations
required of Sublessor by the terms of this Sublease, and that performance by
Sublessor of its obligations hereunder are conditioned upon due performance by
Master Landlord of its corresponding obligations under the Master Lease. It is
further understood and agreed, therefore, that notwithstanding anything to the
contrary contained in this Sublease, Sublessor shall not be in default under
this Sublease for failure to render such services or perform such obligations
required of Sublessor by the terms of this Sublease which are the responsibility
of the Master Landlord under the Master Lease, but Sublessor (upon reasonable
advance written notice from Sublessee) agrees to take all reasonable measures to
cause Master Landlord to provide said services and perform said obligations. The
term "reasonable measures" shall not include legal action against Master
Landlord for its failure to so perform unless Sublessee agrees to pay all costs
and expenses in connection therewith.
7. Brokers and Related Parties. Each party represents that it has not
had dealings with any real estate broker, finder or other person with respect to
this Sublease in any manner. Each party shall hold the other party harmless, and
Sublessee and Sublessor shall hold Master Landlord harmless, from all damages
resulting from any claims that may be asserted against the other party by Xxxxxx
Properties, Xxxx Xxxxxx, Xxxxxx Xxxxxx, any broker, finder or other person with
whom the indemnifying party has or purportedly has dealt.
8. Care of the Premises. Sublessee agrees that Sublessee will take good
care of the Premises, and will commit no waste, and will not do, suffer or
permit to be done any injury to the same. If any maintenance or repairs in, on
or about the Premises or Building are caused in part or in whole by the act,
neglect, fault or omission of Sublessee, its agents, employees or invitees,
Sublessee shall undertake such maintenance or repairs or shall pay to Sublessor
the cost of such maintenance and repairs and Sublessor shall undertake such
maintenance and repairs. Further, any damage to the Premises or Building done by
Sublessee or Sublessee's agents (i) in taking in or removing Sublessee's
personal property from the Premises, or (ii) in bringing in building materials
or removing construction debris during construction of alterations and/or other
improvements, shall be repaired by Sublessee, at Sublessee's sole cost and
expense.
9. Condition of the Premises. Except with respect to Sublessor's
Obligations (as hereinafter defined), Sublessee shall accept the Premises in an
"AS IS WITH ALL FAULTS" condition and hereby acknowledges that the Premises are
in good
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condition and satisfactory in all respects for Sublessee's occupancy. Sublessor
shall have no construction or improvement obligations with respect to the
Premises. Sublessee further acknowledges and agrees (a) that Sublessor makes no
representation or warranty whatsoever as to the condition of the Premises
including, without limitation, whether or not the Premises is in compliance with
Legal Requirements, and (b) that Sublessor shall not be required to comply with
the provisions of the ADA as such arises from or extends to the use or occupancy
of the Premises, or any portion thereof, by Sublessee. All costs, expenses and
disbursements of every kind and nature resulting from, relating to, or arising
out of ADA compliance as a result of Sublessee's use and occupancy of the
Premises shall be at Sublessee's sole cost and expense.
10. Obligations of Sublessee Under Master Lease. It is hereby
understood and agreed that Sublessee's right to use, possess and enjoy the
Premises are subject to the terms, covenants or conditions of the Master Lease
and the rights and remedies of Master Landlord thereunder.
11. Insurance. Sublessee agrees, during the Term hereof, to carry and
maintain insurance in accordance with Paragraph 6.1 of the Master Lease, naming
Sublessor, Master Landlord and Master Landlord's agent as additional insureds.
Notwithstanding liability limits, said limits shall not diminish or otherwise
impact or affect Sublessee's obligations hereunder. If annual premiums paid by
Master Landlord or Sublessor for fire and extended coverage insurance at the
Building shall exceed standard rates because of Sublessee's operations, the
contents of the Premises, or improvements or alterations made by Sublessee with
respect to the Premises result in extra-hazardous exposure, Sublessee shall
promptly pay the excess amount of the premium upon demand of Sublessor.
Sublessee shall deposit certificate(s) evidencing said insurance with Sublessor
on or before the Commencement Date.
12. Indemnification.
(a) Sublessee Indemnification. Sublessee agrees to indemnify Sublessor
and Master Landlord, their partners, officers, directors, employees, lenders,
successors and assigns against, and to hold Sublessor and Master Landlord, their
partners, officers, directors, employees, lenders, successors and assigns
harmless from, any and all claims, obligations, liabilities, demands, damages,
judgments, costs or expenses of any kind or nature, including court costs and
reasonable attorney's fees, arising out of, resulting from and/or relating to
(i) the use or occupancy of the Premises by Sublessee, its agents, employees,
invitees or contractors, (ii) any failure by Sublessee to perform, keep and obey
the terms, covenants or conditions of the Master Lease, (iii) any failure by
Sublessee to perform, keep and obey the terms, covenants or conditions of this
Sublease, (iv) any act, omission, accident, incident or occurrence on, in or
about the Premises during the Term hereof resulting from the use or occupancy of
the Premises by Sublessee, its agents, employees, invitees or contractors, (v)
Sublessee's causing or permitting any Hazardous Substances (as hereinafter
defined) to be installed, used, generated, stored, treated, transported,
released, discharged or disposed of in, on, under, from or about the Premises.
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Sublessee's obligations hereunder shall survive the expiration or earlier
termination of this Sublease; provided, however, that Sublessee's obligations
pursuant to this Paragraph 12(a) and Sublessee's representations and warranties
contained in Paragraph 29(c) hereof shall terminate and be of no further force
and effect, and Sublessor may make no claim for indemnification pursuant to this
Paragraph 12(a), (x) after the first anniversary of the expiration or earlier
termination of this Sublease with respect to obligations and claims arising
pursuant to subparagraphs 12(a)(i)-(iv) hereof, and (y) after the seventh
anniversary of the expiration or earlier termination of this Sublease with
respect to obligations and claims arising pursuant to subparagraph 12(a)(v) or
Paragraph 29(c) hereof.
(b) Sublessor Indemnification. Except as otherwise provided pursuant to
paragraph 29 hereof, Sublessor agrees to indemnify Sublessee, their partners,
officers, directors, employees, lenders, successors and assigns against, and to
hold Sublessee, their partners, officers, directors, employees, lenders,
successors and assigns harmless from, any and all claims, obligations,
liabilities, demands, damages, judgments, costs or expenses of any kind or
nature, including court costs and reasonable attorney's fees, arising out of,
resulting from and/or relating to (i) any failure by Sublessor, as tenant under
the Master Lease, to perform, keep and obey the terms, covenants and conditions
of the Master Lease prior to the Commencement Date of this Sublease, or (ii) any
inaccuracy of any representation or warranty contained in Section 29(e) of this
Sublease. Sublessor's obligations pursuant to this Paragraph 12(b) and
Sublessor's representations and warranties contained in Paragraph 29(e) hereof
shall survive for the periods specified in Section 7.1(c) of the Transaction
Agreement signed on even date herewith by Sublessor and Sublessor.
13. Sublease and Assignment by Sublessee. In addition to any
prohibitions contained in the Master Lease, it is mutually agreed that Sublessee
may not assign this Sublease, sublease any portion of the Premises or otherwise
"Transfer" (as defined pursuant to paragraph 8.1 of the Master Lease) this
Sublease. In the event Sublessee requests Sublessor's consent to an assignment
and/or sublease, Sublessor hereby agrees that Sublessor shall not unreasonably
withhold Sublessor's consent.
14. Sale and Assignment by Sublessor. Sublessor may sell, assign,
convey or otherwise transfer its interest in the Premises and this Sublease at
any time, without notice to or the consent of Sublessee, and that upon the
occurrence of any such sale, assignment, conveyance or other transfer, Sublessor
shall have no further obligation or liability whatsoever hereunder, except to
transfer the security deposit held by Sublessor to Sublessor's successor or
assign hereunder.
15. Damage, Destruction or Condemnation. In the event of damage or
destruction of the Premises or the taking of all or any part thereof under the
power of eminent domain, this Sublease shall terminate if, but only if, the
Master Lease is terminated as a result thereof, and the Minimum Rent and
Additional Rent payable hereunder shall xxxxx only as long as and in the same
proportion as the rent due from
6
Sublessor to Master Landlord abates as a result thereof. Sublessee shall other
comply with Sublessor's obligations as Tenant under paragraph 7.1 of the Master
Lease.
16. Sublessee Alterations. Sublessee shall make no alterations,
additions or improvements in, on or about the Premises, without the prior
written consent of both Sublessor and Master Landlord. Prior to commencing any
such alterations, additions or improvements, Sublessee shall provide such
assurances to Sublessor and Master Landlord including, without limitation,
waivers of lien, surety company performance and payment bonds, and personal
guarantees of persons of substance, as Sublessor or Master Landlord shall
require to assure payment of the costs thereof and to protect Sublessor and
Master Landlord against any loss from mechanics', laborers', materialmen's or
other liens.
Attached hereto and made a part hereof as Exhibit B is a detailed
description of the Sublessee Improvements which Sublessee wishes to make to the
Premises. Subject to Sublessee obtaining the Master Landlord's prior written
consent to Sublessee's installing and constructing said Sublessee Improvements,
Sublessor consents to Sublessee installing and constructing said Sublessee
Improvements. Notwithstanding the foregoing, Sublessor shall have no liability
whatsoever with respect to said Sublessee Improvements including, without
limitation, removal and/or restoration of said Sublessee Improvements from the
Premises upon Sublease expiration. Sublessee shall obtain Master Landlord's
acknowledgement and agreement that said Sublessee Improvements may remain a part
of the Premises upon Sublease expiration or, if such acknowledgement and
agreement is not obtained, Sublessee shall be responsible for removal and/or
restoration of said Sublessee Improvements. In addition, Sublessor's approval
shall not be a representation or warranty of Sublessor, and shall create no
responsibility or liability on the part of the Sublessor, with respect to the
adequacy of the Sublessee Improvements for any use, purpose or condition, their
completeness, design sufficiency, or compliance with any laws, rules or
regulations of governmental agencies or authorities, but shall merely be the
acknowledgement by Sublessor that Sublessee wishes to install and construct said
Sublessee Improvements. Sublessor agrees to tender to Sublessee the sum of One
Hundred Thousand and No/100 Dollars ($100,000.00) with respect to Sublessee's
installation and construction of said Sublessee Improvements and shall tender
said payment to Sublessee on the Commencement Date.
17. Sublessor Alterations. Sublessor reserves the right to make
alterations to the Premises as and if required by the terms, covenants or
conditions of the Master Lease or by any governmental authority in connection
with the use and occupancy of the Premises by Sublessor and any subtenants of
Sublessor.
Sublessor and Sublessee hereby acknowledge and agree that Sublessor's
obligations with respect to Sublessor's removal of any leasehold improvements,
personal property and trade fixtures from the Premises including the nitrogen
tank, concrete slab, related wiring and plumbing as contemplated by paragraph 8
of the Fourth Amendment to the Sublease, is governed by the terms, covenants and
conditions of that certain
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Transaction Agreement by and between Sublessor, Honeywell International Inc. and
Sublessee dated as of March 24, 2000.
18. Holding Over. If Sublessee holds over after the expiration or
earlier termination of the Term of this Sublease without the express written
consent of Sublessor, Sublessee shall become a tenant at sufferance only, at a
rental rate equal to 115% of the rental rate in effect upon the date of such
expiration and otherwise upon the terms, covenants or conditions herein
specified, so far as applicable. Acceptance by Sublessor of Minimum Rent after
such expiration or earlier termination shall not constitute a consent to
holdover hereunder or result in a renewal. The foregoing provisions of this
Section are in addition to, and shall not limit Sublessor's right of reentry or
any other rights of Sublessor hereunder or as otherwise provided by law. In the
event of any unauthorized holding over, Sublessee shall pay and reimburse
Sublessor for, and indemnify Sublessor against, any loss, cost, damage,
liability, claim or expense (including reasonable attorney's fees) incurred or
arising as a result of Sublessee's holding over including, without limitation,
(a) any and all rental and other obligations and liabilities incurred by
Sublessor under the Master Lease as a consequence of Sublessee's holding over,
whether or not such rent and other obligations of Sublessor under the Master
Lease continue beyond the period of Sublessee's holding over, and (b) any losses
due to the interruption of Sublessor's and/or Master Landlord's conduct of
business at the Premises.
19. Entry by Sublessor. Sublessee shall permit Sublessor, Master
Landlord, and their respective agents, representatives and designees to enter
into and upon any part of the Premises at all reasonable hours to inspect or
view the same, clean or make repairs, alterations or additions thereto, as
Sublessor or Master Landlord may deem necessary or desirable, and Sublessee
shall not be entitled to abatement or reduction of Minimum Rent by reason
thereof.
20. Master Lease. It is understood and agreed by and between the
parties hereto that the existence of this Sublease is not dependent nor
conditioned upon the continued existence of the Master Lease, and in the event
of the expiration, cancellation or termination of the Master Lease for any
reason whatsoever, this Sublease shall coincidentally and automatically continue
and Sublessee shall assume all of the obligations, rights and privileges under
the Master Lease and in such event it shall be in the sole discretion of the
Master Landlord to approve or disapprove of the continued Tenancy by Sublessee
and its substitution of Sublessor.
21. Limitation of Liability. Sublessor shall not be liable for the
failure by Master Landlord to keep and perform, according the terms of the
Master Lease, Master Landlord's duties, covenants, agreements, obligations,
restrictions, provisions or conditions, nor for any delay or interruption in
Master Landlord's keeping or performance of the same. Under no circumstances
shall Sublessor be liable to Sublessee for any incidental, indirect, special or
consequential damages resulting from either Sublessor's performance or failure
to perform pursuant to this Sublease or Master Landlord's performance or failure
to perform pursuant to the Master Lease, whether due to breach of
8
contract, breach of warranty, negligence or otherwise. In no event shall
Sublessee be entitled to damages in the event of a breach of this Sublease by
Sublessor in excess of the then outstanding balance of Minimum Rent due and
payable during the then existing Term of this Sublease.
22. Waiver. A waiver by Sublessor of any default, breach or failure of
Sublessee under this Sublease shall not be construed as a waiver of any
subsequent or different default, breach or failure.
23. Successors and Assigns. All of the terms, covenants, or conditions
of this Sublease shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns.
24. Captions. The captions used on the Sections of this Sublease are
for convenience only, are not a part of this Sublease, and are not to be
considered in the interpretation hereof.
25. Relationship of Parties. This Sublease does not and shall not
create the relationship of principal and agent, or of partnership, or of joint
venture, or of any other association between Sublessor and Sublessee, the sole
relationship between the parties hereto being strictly that of Sublessor and
Sublessee.
26. Defined Terms. All terms used herein and defined in the Master
Lease shall have the definitions assigned to such terms in the Master Lease,
except as otherwise provided herein.
27. Notices. Whenever in this Sublease it shall be required or
permitted that notice or demand be given or served by either party to this
Sublease, such notice or demand shall be given or served in writing and sent to
Sublessor and Sublessee at the addresses set forth below:
Sublessor: Honeywell International Inc.
000 Xxxxxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Attn.: Director, Corporate Real Estate
Facsimile: (000) 000-0000
With copy to: Xxxxxxx Xxxxxxx Electronic Assembly Services, Inc.
0000 Xxxxxxxxxx Xxxxx
Xxxx Xxxxxxxxx, Xxx 00000
Attn.: General Manager
Facsimile: 000-000-0000
Sublessee: RELM Wireless Corporation
0000 Xxxxxxxxxx Xxxxx
0
Xxxx Xxxxxxxxx, Xxx 00000
Attn: Vice President and Chief Financial Officer
Facsimile: 000-000-0000
All such notices shall be sent by (i) certified or registered mail, return
receipt requested, and shall be effective three (3) days after the date of
mailing; (ii) Federal Express or similar overnight courier and shall be
effective one (1) day after delivery to Federal Express or similar overnight
courier; (iii) facsimile transmission and shall be effective on the date of
transmission; or (iv) personal service and shall be effective on the same day as
service. Any such address may be changed from time to time by either party
serving notices as provided above.
28. Signage. Any signage requirements of Sublessee shall be subject to
the terms, covenants and conditions of the Master Lease and shall further
require the prior written consent of Sublessor (which consent shall not be
unreasonably withheld or delayed) and Master Landlord.
29. Environmental Matters.
(a) Environmental Laws. The term "Environmental Laws" shall
mean and refer to the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 ("CERCLA"); 42 U.S.C. Section
9601, et seq, the Federal Resource Conservation and Recovery Act of
1976 ("RCRA"); 42 U.S.C. Section 6901, et seq, the Federal Water
Pollution Control Act, 33 U.S.C. Section 1251, et seq, the Clean Air
Act, 42 U.S.C. Section 7401, et seq, all as the same may be from time
to time amended, and any other federal, state, county, municipal,
local or other statute, law, ordinance, or regulation which relates to
or deals with human health or to the environment including, without
limitation, all regulations promulgated by a regulatory body pursuant
to any such statute, law, ordinance or regulation;
(b) Hazardous Substances. The term "Hazardous Substances"
shall mean and refer to asbestos, radon, urea-formaldlehyde,
polychlorinated biphenyls ("PCBs"), or substances containing PCB's
nuclear fuel or materials, radioactive materials, explosives, known
carcinogens, petroleum products and bi-products, and any substances
defined as hazardous or toxic or as a contaminant or pollutant in or
the release or disposal of which is regulated by an Environmental Laws.
(c) Use of Hazardous Substances. Sublessee shall not install,
use, generate, store, treat, transport, release, discharge or dispose
of in, or, under, from or about the Premises as Hazardous Substances
without Sublessor's and Master Landlord's prior written approval.
(d) Radon. Sublessor is providing to Sublessee the following
radon notice: "Radon is a naturally occurring radioactive gas that,
when it has
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accumulated in a building in sufficient quantities, may present health
risks to persons who are exposed to it over time. Levels of radon that
exceed federal and state guidelines have been found in buildings in
Florida. Additional information regarding radon and radon testing may
be obtained from your county health department.
(e) Sublessor Representations and Warranties. Sublessor hereby
represents and warrants that, to the actual knowledge of Xxxx
Xxxxxxxxxx, General Manager of Sublessor, after reasonable inquiry, and
except as set forth in Exhibit C:
(1) no Hazardous Substances are now or have been located,
produced, treated, stored, transported, incorporated, discharged,
emitted, released, deposited or disposed of by Sublessor in, upon,
under, over or from the Premises;
(2) no threats exist of a discharge, release or emission of
Hazardous Substances by Sublessor in, upon, under, over or from the
Premises into the environment;
(3) the Premises has not been used by Sublessor as or for a
mine, a landfill, a dump or other disposal facility, auto repair, a dry
cleaner, or a gasoline service station;
(4) during the term of the Master Lease and as of the date of
this Sublease, neither the Premises nor any part thereof is in
violation of any Environmental Law, no notice of any such violation or
any alleged violation thereof has been issued or given by any
governmental entity or agency, and there is not now nor has there been
any investigation or report involving the Premises by any governmental
entity or agency which is in any way related to Hazardous Substances;
(5) no person, party or private or governmental agency or
entity has given to Sublessor any notice of or asserted any claim,
cause of action, penalty, cost or demand for payment or compensation,
directly or indirectly, resulting from or allegedly resulting from any
activity or event described in (1) above;
(6) there are not now, nor have there been during the term of
the Master Lease, any actions, suits, proceedings or damage settlements
relating in any way to Hazardous Substances in, upon, under, over or
from the Premises;
(7) the Premises is not listed in the United States
Environmental Protection Agency's National Priorities List of Hazardous
Waste Sites, CERCLIS, or any other list of hazardous sites maintained
by any federal, state or local governmental agency;
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(8) the Premises is subject to no lien or claim for lien in
favor of any governmental entity or agency as a result of any release
or threatened release of any Hazardous Substances by Sublessor;
(9) no aboveground or underground tanks are located under, in,
on or about the Premises by Sublessor, or have been located under, in,
on or about the Premises and have been subsequently removed or filled
by Sublessor;
(10) all sewers, sumps and drains are in good working order;
and
(11) the Premises do not include any equipment, machinery,
device, or other apparatus that contains polychlorinated biphenyls that
is now or has been leaking, nor any asbestos that is or reasonably may
be anticipated to become in friable condition within the next five
years.
30. Counterparts/Facsimile Signature. This Sublease may be executed
simultaneously in two or more counterparts each of which shall be deemed an
original, but all of which shall constitute one and the same Sublease. Sublessor
and Sublessee agree that the delivery of an executed copy of this Sublease by
facsimile shall be legal and binding and shall have the same full force and
effect as if an original executed copy of this Sublease had been delivered.
31. Quiet Enjoyment. So long as Sublessee is not in default of the
terms, covenants and conditions of this Sublease, Sublessor shall not interfere
with Sublessee's occupancy of the Premises and Sublessee shall have quiet and
peaceful possession of the Premises.
32. Attorneys' Fees. If any legal action is instituted to enforce this
Sublease, the prevailing parties shall be entitled to recover reasonable
attorneys' fees and court costs from the other party, including the cost of any
appellate proceedings.
33. Jurisdiction and Venue. The parties agree that in the event any
claim or action arises out of or is related to the Master Lease and or this
Sublease, in which the Master Landlord is named, joined, made a party to or
otherwise initiates or joins any action, claim or suit, that they will submit to
the jurisdiction of and agree to the venue being Dade County, in the State of
Florida.
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IN WITNESS WHEREOF, the respective parties hereto have executed this
Sublease or caused this Sublease to be executed by their duly authorized
representatives the day and year set forth above.
SUBLESSOR:
XXXXXXX XXXXXXX ELECTRONIC
ASSEMBLY SERVICES, INC.
By: __________________________
Its: _______________________
SUBLESSEE:
RELM WIRELESS CORPORATION
By: _______________________________
Its: ___________________________
The foregoing Sublease is made with the full knowledge and consent of
Master Landlord, and Master Landlord approves the Sublease herein in accordance
with Article VIII of the Master Lease, but retains all rights to disapprove any
further sublease of the Premises. Notwithstanding such consent, Sublessor shall
not be released from any of its obligations under the Master Lease. Master
Landlord acknowledges and agrees (i) that the expiration date of the Master
Lease and this Sublease is June 30, 2005, (ii) to send notices of default under
the Master Lease to both Sublessor and Sublessee, and (iii) to deal directly
with Sublessee on issues affecting the Premises which are the Master Landlord's
obligations under the Master Lease including, without limitation, repairs,
signage approval, consent to alterations, etc.
Dated: March 24, 2000
MASTER LANDLORD:
AMERICAN EQUITIES LIMITED, NO. 4, a
Florida limited partnership
By: Upside, Inc., a Florida corporation,
Its general partner
By: __________________________
Xxxxxx X. Xxxxxxx
Vice President
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Exhibit A
(Master Lease)
Exhibit B
(Sublessee Improvements)
Exhibit C
(Environmental Matters)
The matters referenced on the attached Phase I Site Assessment of the
Premises dated March, 1999.
